AMD 1994 Annual Report Download - page 247

6. CONFIDENTIAL INFORMATION
6.1 Except for the provisions of Section 2.2 and 2.3, TSMC and AMD agree that
Confidential Information of the other will be used by them solely for the
purpose of setting up the Qualified Process at TSMC and will not be disclosed to
any third party without the prior written permission of the party who owns the
information. The Confidential Information will only be disclosed to employees
who have a need to know the Confidential Information and who have signed
agreements to maintain the Confidential Information confidential.
6.2 Upon termination of this Agreement for breach, the receiving party must
upon the request of the disclosing party (i) return to the other party or
certify to the destruction of the original and all copies of any Confidential
Information and (ii) at the disclosing party's request have one of its officers
certify in writing that it will not make any further use of such Confidential
Information and specifically will not manufacture or have manufactured for it
any product incorporating Confidential Information.
6.3 These confidentiality provisions shall survive the termination of this
Agreement for a period of five (5) years from the expiration of the Term of this
Agreement.
6.4 All Confidential Information and any copies thereof are and will remain the
property of the disclosing party. Any masks generated by TSMC from AMD database
tapes shall be the property of AMD, will be returned to AMD upon AMD's request,
and will be used only to produce Die, Wafers, or Products for AMD. All rights
to improvements or modifications made by TSMC to the database tapes or test
tapes are hereby assigned to AMD. No marketing or other rights are conveyed to
TSMC by AMD under this Agreement.
7. WARRANTY/ACCEPTANCE TESTING
7.1 TSMC warrants that Die and/or Wafers delivered hereunder will meet the
applicable specifications and shall be free from defects in material and
workmanship under normal use and service for eighteen (18) months from shipment
from TSMC. If, during such period (i) TSMC is notified promptly in writing upon
discovery of any defect in the Die and/or Wafers, including a detailed
description of such defect; (ii) samples of such Die and/or Wafers are returned
to TSMC; and (iii) TSMC's examination of such Die and/or Wafers discloses that
such Die and/or Wafers are defective and such defects are not caused by
accident, abuse, misuse, neglect, improper installation, repair or alteration by
someone other than TSMC, improper testing or use contrary to any instructions
issued by TSMC or AMD, within a reasonable time, TSMC shall, at TSMC's sole
option, either replace or credit AMD for such Die and/or Wafers. TSMC shall
return any Die and/or Wafers replaced under this warranty to AMD transportation
prepaid. The foregoing warranty constitutes TSMC's exclusive liability, and the
exclusive remedy of AMD, for any breach of any warranty or other nonconformity
of the Die and/or Wafers. Prior to any return of Die and/or Wafers by AMD
pursuant to this Section, AMD shall afford TSMC the opportunity to inspect such
Die and/or Wafers at AMD's location, and any such Die and/or Wafers so inspected
shall not be returned to TSMC without its prior written consent. THIS WARRANTY
IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995